No Existing Default. Contractor is not # in violation of its charter or by‑laws, # in breach or default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or # in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, in each case of clauses (i), (ii) or (iii) where such violation, breach, default or failure would have a material adverse effect on Contractor or on its ability to provide Regional Airline Services and otherwise perform its obligations hereunder. To the knowledge of Contractor, no third party to any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument that is material to Contractor to which Contractor is a party or by which any of them are bound or to which any of their properties are subject, is in default in any material respect under any such agreement.

No Effect on Existing Default. Until such time as the Transition Date occurs, neither the execution of this Agreement, the execution of any document or instrument required hereunder, nor the consummation of the transactions and agreements set forth in this Agreement shall in any manner rescind or cure any existing default under the Lease Documents, reinstate the Leases to current status, or constitute an accord and satisfaction. Landlord’s agreement herein to forego immediate pursuit of its rights and remedies constitutes a postponement and forbearance only, and does not in any event constitute a waiver of any such rights or remedies.

No Existing Default. Except as otherwise provided in [Section 5.13] with respect to Incremental Term Loans and Incremental Revolving Credit Increases, no Default or Event of Default shall have occurred and be continuing # on the borrowing date with respect to such Loan or after giving effect to the Loans to be made on such date or # on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date.

No Existing Default. No Default or Event of Default shall have occurred and be continuing # on the borrowing date with respect to such Loan or after giving effect to the Loans to be made on such date or # on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date.

No Default. As of the Closing Date and each Advance Date, # no fact or condition exists that could (or could, with the passage of time, the giving of notice, or both) constitute an Event of Default and # no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing.

No Default. No Security Party is in default under any material agreement by which it is bound, or is in default in respect of any material financial commitment or obligation;

Waiver of Existing Default. The Loan Parties hereby acknowledge and agree that # the following Event of Default exists under the Loan Agreement (the “Existing Default”): the Loan Parties failed to satisfy the Consolidated Fixed Charge Coverage Ratio covenant for the period ending March 31, 2022, in violation of [Section 14.1] of the Loan Agreement; and # as a result of such Event of Default, Administrative Agent and the Lenders have the right to immediately exercise such of their rights and remedies pursuant to the Loan Agreement and the other Loan Documents as they deem appropriate. Each Loan Party hereby represents and warrants to Administrative Agent and the Lenders that no Event of Default currently exists other than the Existing Default set forth above. Subject to the Loan Parties’ full and timely satisfaction of the conditions precedent set forth in this Fifth Amendment, Administrative Agent and the Lenders hereby waive the Existing Default; provided that such waiver shall not be or be deemed to be a waiver of any other Event of Default, whether now existing or hereafter arising or occurring, including, without limitation, any future Event of Default arising under [Section 14.1] or [Section 14.2] of the Loan Agreement, other than the Existing Default for the time periods set forth above.

No Existing Default. No Default or Event of Default shall have occurred and be continuing # on the borrowing date with respect to such Loan or after giving effect to the Loans to be made on such date or # on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date.

No Existing Mortgage. Lessor hereby represents and warrants that the Office Building Project is not encumbered by any deed of trust or mortgage as of the date hereof

No Existing Default. No Default or Event of Default shall have occurred and be continuing # on the borrowing date with respect to such Loan or after giving effect to the Loans to be made on such date or # on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date.